Covanta Holding Corporation announced that the Requisite Consents (as defined below) have been received from the holders ("Holders") of (i) Niagara Area Development Corporation's Series 2018A Bonds (CUSIP No. 653542 AC4) and Series 2018B Bonds (CUSIP No. 653542 AD2) (collectively, the "NY Bonds"), (ii) National Finance Authority's Series 2020A Bonds (CUSIP No. 63607Y AH3) and Series 2020B Bonds (CUSIP No. 63607Y AJ9) (collectively, the "NH 2020 Bonds"), (iii) National Finance Authority's Series 2018A Bonds (CUSIP No. 63607Y AA8), Series 2018B Bonds (CUSIP No. 63607Y AB6), Series 2018C Bonds (CUSIP No. 63607Y AC4) (collectively, the "NH 2018 Bonds"), (iv) Pennsylvania Economic Development Financing Authority's Series 2019A Bonds (CUSIP No. 708692 BQ0) (the "PA Bonds") and (v) Virginia Small Business Financing Authority's Series 2018A-1 Bonds (CUSIP No. 928106 AQ6) (the "VA Bonds" and, together with the NY Bonds, the NH 2020 Bonds, the NH 2018 Bonds, the "Bonds") to amend the terms of the applicable Loan Agreement (as defined below) and/or the NY Bonds Indenture (as defined below). A "Loan Agreement" refers to each of the loan agreements relating to the Bonds, as applicable, and the "NY Bonds Indenture" refers to the indenture pursuant to which the NY Bonds were issued. An "Indenture" refers to each of the indentures pursuant to which the Bonds, as applicable, were issued. As previously announced on October 5, 2021, Covert Mergeco, Inc, a Delaware corporation ("Merger Sub"), an affiliate of certain investment funds affiliated with EQT Infrastructure, has commenced solicitations of consents (each, a "Consent Solicitation") from the Holders of the Bonds to certain amendments (the "Proposed Amendments") to the applicable Loan Agreement and/or the NY Bonds Indenture. Approval of the Proposed Amendments requires consents from the relevant Holders of at least a majority in aggregate principal amount of the Bonds then outstanding under the applicable Indenture, in each case (the "Requisite Consents"). The Consent Solicitations are being conducted in connection with the previously announced merger agreement, pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Covert Intermediate Inc., a Delaware corporation (the "Parent"). The Merger would constitute a "Change of Control" under the Loan Agreements and the NY Bonds Indenture, which will result in a "Change of Control Offer" (as defined in the Loan Agreements and the NY Bonds Indenture) for the Bonds related to such Loan Agreement or the NY Bonds Indenture. The Consent Solicitations are subject to the terms and conditions set forth in the Consent Solicitation Statement dated October 5, 2021 (the "Consent Solicitation Statement"). As of 5:00 p.m., New York City time, on October 15, 2021, the consent date with respect to each Consent Solicitation, Merger Sub has been advised by the Information, Tabulation And Paying Agent (as defined below) for each Consent Solicitation, that the Bonds were validly tendered and not withdrawn, and consents were validly delivered and not revoked in an amount exceeding the Requisite Consents threshold required under the applicable Indenture for the Proposed Amendments. As a result of receiving the Requisite Consents to the Proposed Amendments, on or around October 21, 2021, the Niagara Area Development Corporation and the NY Bonds trustee will execute and deliver a First Supplement to Indenture of Trust (a "Supplemental Indenture") to the NY Bonds Indenture, and the Company and the applicable Bond Issuer will execute an amendment (each, an "Amendment" and collectively, the "Amendments") to the applicable Loan Agreement, in each case, setting forth the applicable Proposed Amendments. The Proposed Amendments relate to the elimination of the requirement to make a "Change of Control Offer" with respect to such Series of Bonds in the applicable Loan Agreement and/or the NY Bonds Indenture in connection with the Merger and certain other customary changes for a privately-held company to the definition of "Change of Control." Each Amendment relating to a particular Loan Agreement and/or the Supplemental Indenture relating to the NY Bonds Indenture will become valid, binding and enforceable when it is executed and the consent fee relating to such Bonds is paid. In addition, in connection with the Merger, subject to and within 60 days of the closing date, certain subsidiaries of the Company that will be guarantors of certain debt financing facilities which will be entered into in connection with the Merger will deliver guarantees to the applicable trustees that will jointly and severally guarantee the Company's obligations with respect to each Series of Bonds. Merger Sub's obligation to pay the consent fee as part of each Consent Solicitation is conditioned upon the substantially concurrent closing of the Merger and the satisfaction or waiver of certain other conditions precedent.